Teton terminates tender offer for Tegna notes; merger not completed

By Mary-Katherine Stinson

Lexington, Ky., May 23 – Teton Merger Corp. terminated its cash tender offers to purchase any and all of three series of notes issued by Tegna Inc. due to non-satisfaction of the merger condition, according to a press release.

As previously reported, the tender offer and a concurrent consent solicitation were in connection with and conditioned upon the acquisition of Tegna by Teton Merger, a unit of Standard General LP.

The closing of the merger was subject to the approval of the Federal Communications Commission.

Standard General announced on April 17 that it reached an agreement with one of Tegna’s largest unions, the International Alliance of Theatrical Stage Employees, in connection with the pending acquisition.

The company had been waiting for and pushing for the FCC to vote on the merger.

As previously reported May 10, Standard General indicated that, of the four commissioners, one declined and one did not respond to a request for meetings on that date. According to the Standard General, the FCC was poised to kill the deal through inaction at that time.

The offers and consent solicitation were launched Feb. 21 and were extended several times to March 21, April 4, April 18, May 2, May 16 and May 22. The original expiration date was March 7.

As announced on Feb. 21, the notes subject to the offers included the outstanding $550 million of 4¾% senior notes due 2026 (Cusips: 87901JAF2, U8729JAC2), $1 billion of 4 5/8% senior notes due 2028 (Cusip: 87901JAJ4) and $1.1 billion of 5% senior notes due 2029 (Cusip: 87901JAH8).

The company was offering a total consideration of $1,012.50 per $1,000 principal amount for each series, which included an early participation premium of $30.

Under the consent solicitation, the companies were proposing amendments to eliminate the requirement to make a change-of-control offer for the notes in connection with the merger and eliminate substantially all of the other restrictive covenants and some events of default and other provisions in the indenture for each series. Holders could not tender their notes without delivering their consents, and holders could not deliver their consents without tendering their notes.

Consummation of the tender offer was conditioned on receipt of the required consents for the applicable series of notes.

Teton Merger expected consummation of the tender offer and consent solicitation to coincide with closing of the merger. As previously reported, the company noted in an earlier release that the total consideration with the early payment is higher than what the change-of-control repurchase price would be, but the consideration without the $30 premium per $1,000 of notes is lower than what that repurchase price would be.

The consummation of the merger, or any related financing, was not conditioned upon the consummation of the tender offer or the receipt of the required consents in the consent solicitation.

Global Bondholder Services Corp. (866 654-2015 or 212 430-3774) was the information and tender agent.

BofA Securities, Inc. (980 388-3646, 888 292-0700 or by debt_advisory@bofa.com), Goldman Sachs & Co. LLC (212 902-5962, 800 828-3182 or GS-LM-NYC@gs.com) and RBC Capital Markets, LLC (212 618-7843, 877 381-2099 or liability.management@rbccm.com) were the dealer managers and solicitation agents.

Tegna is a Tysons, Va.-based broadcast, digital media and marketing services company.

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